Binah Capital Group Enters New Agreement, Terminates Old One

TL;DR

Binah Capital Group just signed a new deal and ditched an old one, creating new debt.

AI Summary

On December 23, 2024, Binah Capital Group, Inc. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation. These events are detailed in their 8-K filing.

Why It Matters

This filing indicates significant changes in Binah Capital Group's contractual and financial obligations, which could impact its financial health and strategic direction.

Risk Assessment

Risk Level: medium — Entering into new agreements and creating financial obligations can introduce new risks related to performance, repayment, and market conditions.

Key Players & Entities

• Binah Capital Group, Inc. (company) — Registrant
• December 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Registered Common Stock, par value $0.0001 per share BCG The Nasdaq Stock Mark
• $11.50 — of Common Stock at an exercise price of $11.50 per share BCGWW The Nasdaq Stock Ma
• $20,300,000 — oan in the original principal amount of $20,300,000 (the " Term Loan "), which was funded o
• $1,000,000 — an aggregate principal amount of up to $1,000,000 (the " Non-Revolving Loan Commitment ")
• $18,000,000.00 — ue received from custodians of at least $18,000,000.00. This summary is qualified in its enti
• $25,000,000 — g LLC (" Oak Street ") in the amount of $25,000,000 (as amended by the First Amendment to M

Filing Documents

• tm2431922d1_8k.htm (8-K) — 40KB
• tm2431922d1_ex4-1.htm (EX-4.1) — 139KB
• tm2431922d1_ex10-1.htm (EX-10.1) — 597KB
• tm2431922d1_ex10-1img001.jpg (GRAPHIC) — 19KB
• 0001104659-24-131438.txt ( ) — 1192KB
• bcg-20241223.xsd (EX-101.SCH) — 4KB
• bcg-20241223_def.xml (EX-101.DEF) — 26KB
• bcg-20241223_lab.xml (EX-101.LAB) — 37KB
• bcg-20241223_pre.xml (EX-101.PRE) — 25KB
• tm2431922d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement On December 23, 2024 (the " Closing Date "), Binah Capital Group, Inc., a Delaware corporation (the " Borrower " or the "Company"), entered into a Credit Agreement (the " Credit Agreement ") with Byline Bank, as lender (the " Lender "), pursuant to which the Lender agreed, at the Borrower's request, to (i) make to the Borrower a term loan in the original principal amount of $20,300,000 (the " Term Loan "), which was funded on the Closing Date; (ii) make to the Borrower, from time to time, certain non-revolving loans (the " Non-Revolving Loans ") in an aggregate principal amount of up to $1,000,000 (the " Non-Revolving Loan Commitment "), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to the Borrower, from time to time, letters of credit (the " Letters of Credit " and together with the Term Loan and Non-Revolving Loans, the " Loans ") until the earliest to occur of (x) the one year from the Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. Under the terms of the Credit Agreement, to the extent that the Borrower requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit. The Non-Revolving Loans may not be requested by the Borrower and may only be advanced in connection with a repayment of a Letter of Credit (" LC Payment "). The Loans (both principal and interest) made by the Lender to the Borrower is scheduled to mature and become immediately due and payable in full on December 23, 2029. The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term SOFR (as defined in the Credit Agreement) and (y) one percent (1.00%) (the " Term Loan Interest Rate "); (ii) as to the Non-Revolving Loans or

02. Termination of Material Definitive

Item 1.02. Termination of Material Definitive Agreement As previously disclosed, Wentworth Management Services LLC, a Delaware limited liability company (" Wentworth ") entered into a debt facility with Oak Street Funding LLC (" Oak Street ") in the amount of $25,000,000 (as amended by the First Amendment to Master Credit Agreement dated as of June 19, 2020, the Second Amendment to Master Credit Agreement dated as of March 19, 2021, the Third Amendment to Master Credit Agreement dated as of May 28, 2021, the Fourth Amendment to Master Credit Agreement dated as of October 17, 2022, and as further amended, restated, amended and restated, extended, increased, supplemented or otherwise modified from time to time, the " Oak Street Credit Agreement"). Also as previously disclosed, Wentworth and certain other borrowers entered into the Fifth Amendment to the Oak Street Credit Agreement (the " Amendment ") with Oak Street, pursuant to which, Oak Street consented to, among other things (i) the consummation of the Business Combination, (ii) the payoff of certain debt obligations and restructure of the notes, (iii) recognize each of Company, MHC Securities, LLC (" MHC ") and KWAC as a "guarantor" under the terms of the Credit Agreement and (iv) amend and restate the existing guarantees executed by Craig Gould and Alexander Markowitz to be unlimited guarantees. On December 23, 2024, the Company entered in the Credit Agreement with the Lender and the proceeds from the Credit Agreement were used to payoff and terminate the Oak Street Credit Agreement in full.

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an OffBalance Sheet Arrangement of a Registrant The information set forth under Item 1.01 is incorporated by reference herein.

03 Material Modification to Rights

Item 3.03 Material Modification to Rights of Security Holders As previously disclosed, on March 15, 2024 (the " PIPE Closing Date "), the Company entered into a subscription agreement (as amended, the " Subscription Agreement ") with Pollen Street Capital Limited (the " Piper Investor ") pursuant to which on the PIPE Closing Date the PIPE Investor subscribed for and purchased, and the Company issued and sold to the PIPE Investor, an aggregate of 1,500,000 Series A Convertible Preferred Stock (the " Series A Stock "). The terms of the Series A Preferred Stock were as set forth in the Certificate of Designation filed with the Secretary of State of the State of Delaware (the " Secretary of State ") on March 7, 2024 (as amended, the " Certificate of Designation "). On December 23, 2024, in connection with the Company's entry into the Credit Agreement and termination of the Oak Street Credit Agreement, the PIPE Investor entered into a subordination agreement with lender and the Company filed of record with the Secretary of State the Amended and Restated Certificate of Designation amending and restating the terms of the Series A Stock (the " Amended Certificate of Designation "). The Amended Certificate of Designation among other things, amends the terms of the Series A Stock to provide that dividends will be payable in respect of the Series A Stock in cash, except that Company may elect to pay up to 50% of the accrued and unpaid dividends outstanding by the delivery of additional shares of Series A Stock, so long as no senior default exists under the Credit Agreement and related transaction documents. If and to the extent that a senior default exists, then the Company may only pay accrued and unpaid dividends in respect of the Series A Stock in shares of Series A Stock. Additionally, the Amended Certificate of Designation provides that the Company may redeem the outstanding Series A Stock in accordance with its terms so long as the Company has satisfied the redemption

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Amendment to the Certificate of Designations 10.1 Credit Agreement, dated December 23, 2024, by and between Binah Capital Group, Inc. and Byline Bank 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 23, 2024 BINAH CAPITAL GROUP, INC. By: /s/ Craig Gould Name: Craig Gould Title: Chief Executive Officer and Director

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View this 8-K filing on SEC EDGAR